» WEB360 TERMS OF SERVICE
Webnatics Pte Limited (Co. & GST Reg No: 200807528G)
WEB360 Terms Of Service
Last Modified: 11 March 2019
“Company” means Webnatics Pte Ltd
“Agreement” means this Subscription Service Agreement.
“Beta Services” means WEB360 services or functionality that are designated as beta, pilot or evaluation made available to Customer for trial at no additional charge.
“Confidential Information” means all information provided by the Customer or the Company (“Discloser) to the other party (“Receiver”), whether orally or in writing that is designated as confidential. Confidential data can include Customer Data and information about the Discloser’s business and marketing plan, the Discloser’s business operations and the terms of the Insertion Order. Confidential Information does not include any information that
(i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, or
(ii) was known to the Receiver before the disclosure from the Discloser.
“Customer” is an individual who accepts this Agreement, on his or her own behalf or on behalf of a company or other legal entity by
(i) checking the box indicating acceptance within a signed Insertion Order that references this agreement, OR
(ii) acceptance or usage of our trial service.
“Customer Data” means electronic data and information submitted by or for the Customer to the Services.
“Free Services” means Services that the Company makes available to the Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Insertion Order” means a signed order document or online order specifying the Services to be provided hereunder that is entered into between the Customer and the Company or any of their Affiliates, including any addenda and supplements thereto. By entering into an insertion order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that the Customer purchases under an insertion order or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means WEB360 platforms, tools, applications services that are ordered by the Customer under an insertion order or online purchasing portal, or provided to the Customer free of charge (as applicable) or under a free trial, that are made available to you by the Company.
“Subscription Term” means the term of subscription to the applicable Service as specified in the Insertion Order(s), and each subsequent renewal term, if any.
“User” means the Customer or an individual who is authorized by the Customer to use Service(s) subscribed in the applicable Insertion Order. Users may include employees and third parties with which the Customer transacts business.
This is an Agreement between you (the Customer) and the Company and it governs the use of WEB360 Service(s) provided by the Company. By signing up, by, (i) checking the box indicating acceptance within a signed insertion order that references this Agreement, or (ii) acceptance or usage of our trial service, you agree to the terms of this Agreement. For individual who accepts this AGREEMENT on behalf of a company or organization, such individual represents that they have the authority to bind such entity to these terms and conditions. In the event that the individual does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and the individual or company or organisation may not use the services.
We update these terms regularly and we will update you when we do if you are an active Customer. This Agreement was last updated on 11 March 2019.
This Agreement is effective between the Customer and the Company as of the date of the Customer’s acceptance of this Agreement.
By accepting this Insertion Order, you are agreeing to accept the WEB360 Customer Terms of Service as follows:
- Access: During the Subscription Term, the Company will make provide the Customer access to use the Service(s) pursuant to this Agreement and the applicable Insertion Order. The Company may also provide the Customer access to use Free Services at any time. The Company may provide some elements of the Service through third party service providers.
- Availability: The Company endeavour to make the Service(s) available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
- Customer Data:
- The Company will maintain commercially appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by the Customer or Users).
- The Company will not use, or allow anyone else to use, Customer Data to contact any individual or company except as the Customer direct or otherwise permit. The Company will use Customer Data only in order to provide the Subscription Service to Customer and only as permitted by applicable law and this Agreement. The Company will not use Customer Data for its own marketing.
- The Company may monitor the use of the Services by the Customer and use the information gathered in an aggregate and anonymous manner. The Customer agrees that the Company may use and publish such information so long such information does not incorporate any Customer Data and/or identify the Customer.
- The Company may access or use the Customer Data for the purpose of providing the Services to the Customer and in the resolution of issues and problems reported by the Customer.
- Company’s Personnel: The Company will be responsible for the performance of its employees and their compliance with the Company’s obligations under this Agreement, except as otherwise specified in this Agreement.
- Beta Services: The Company may offer Beta Services to the Customer for the purpose of testing and evaluation, at no charge, from time to time. The Customer may choose to try such Beta Services or not in its sole discretion. The Company reserves the right to determine the period for testing and evaluation of such Beta Services and to fully or partially discontinue such Beta Service without prior notice to the Customer. The Customer agrees that the Company will not be liable to the Customer or to any third party for any disruption or damages related to, arising out of, or caused by the discontinuance, suspension or modification of any of the Beta Services.
- Free Trial: For Customer who have subscribed to the free trial Service(s), the Company will make available the applicable Service(s) at no cost until the earlier of
- the end of the Subscription Term of the Free Trial, or
- the start date of any Purchase Service subscriptions ordered by the Customer for such Service(s), or
- termination by the Company in its sole discretion
- Free Services: The Company may make Free Services available to the Customer. Use of Free Services is governed by the clauses of this Agreement. The Customer agrees that the Company reserves all rights and in its sole discretion may terminate the Customer’s access to the Free Services or any part thereof. The Customer agrees that any termination of the Customer’s access to the Free Services may be without prior notice and the Company will not be liable to the Customer or any third party for such termination.
- Customer Support: The Company will provide phone, email and in-app support to the Customer within the Subscription Term at no additional cost.
- Subscription: Unless otherwise provided in the applicable insertion order,
- Purchased Services are purchased as subscriptions for the term stated in the applicable insertion order or in the applicable online purchasing portal,
- Initial Subscription Term will be specified in the Insertion Order and the Subscription Term will automatically renew for one year unless termination notice is provided to the Company as specified in the “Termination” section below,
- Subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added,
- any added subscriptions will terminate on the same date as the underlying subscriptions,
- the Customer may not downgrade their subscription during the Subscription Term; downgrade is available only at the start of the next renewal Subscription Term.The Customer agrees that its purchases are not dependent on the delivery of any future functionality or features or on any oral communication made by the Company regarding future functionality or features.
- Modification: The Company reserves the right to modify the Services from time to time, including adding, deleting or enhancing features and functionalities as part of the Company’s effort to improve User’s experience. These modifications will not materially reduce the functionality provided to you during the Subscription Term.
- Use And Limitations Of Use.
- Usage Limits: Services are subject to usage limits specified in the applicable Insertion Order. In the event that the Customer exceeds a contractual usage limit, the Customer will execute an Insertion Order for excess quantities of the applicable Services and pay for additional usage in accordance with the Fees and Payment section below
- Usage Restrictions: The Customer will not
- make any Service available to anyone other than the Customer or Users, or use any Service for the benefit of anyone other than the Customer or its affiliates, unless expressly stated otherwise in an insertion order,
- provide any Service based on the Services subscribed without prior written permission from the Company,
- use the Services for any other purposes that is illegal or prohibited by this Agreement,
- use the Services to collect, manage or process sensitive information. The Company will not be subjected to any liability that may result from the Customer’s use of the Services to collect or manage sensitive information,
- use the Services should the Customer is prohibited by law from receiving or using the Services under the laws of the country to which the Customer is operating or residing in. Please note that the Services are not designed to be compliant with industry-specific regulations.
- use the Services or any third party applications to store or transmit unlawful information or code/ files/ scripts/ programs intended to do harm, or to store or transmit information in violation of third-party privacy rights,
- use the Service(s) in any manner that interferes, damages, impairs, disable or disrupts the integrity or performance of the Company’s Services ,
- attempt to gain unauthorized access to any Service or its related systems or networks,
- permit access to or use of any Services in a way that exceeds the contractual usage limit specified in the applicable Insertion Order.
- Customers Responsibilities. The Customer will
- use Service(s) in accordance to this Agreement and the applicable Insertion Order(s)
- be responsible for Users’ compliance with this Agreement and the applicable Insertion Order(s),
- be responsible for the accuracy, quality and legality of Customer Data, the means by which the Customer acquired Customer Data, Customer’s use of Customer Data with the Services,
- undertake reasonable efforts to prevent unauthorized access to or use of Service(s).
- Fees And Payment.
- Fees: The Customer will pay all fees specified in insertion orders. Except as otherwise specified herein or in an insertion order,
- fees are based on Services and Content subscriptions purchased and not actual usage,
- payment obligations are non- cancelable and fees paid are non-refundable, and
- quantities purchased cannot be decreased during the relevant subscription term.
- Invoicing and Payment.
- For payment by credit card, the Customer will provide valid and updated credit card information as specified in the Insertion Order. The Customer authorizes the Company to charge such credit card for all Purchased Services listed in the insertion order for the initial subscription term and any subsequent renewal subscription term(s) as set forth in the “Term of Services” section below. Such charges shall be made in advance, either annually or according to what is specified in the applicable Insertion Order.
- For payment method other than a credit card, the Customer will be invoiced in advance of the commencement of the Subscription Term and otherwise in accordance with the relevant insertion order. Unless otherwise stated in the insertion order, invoiced fees are due 14 days from the invoice date.
- Taxes: Customer must pay all relevant taxes on the amounts stated in the applicable Insertion Order at the prevailing rate without any deduction of set off.
- Overdue Charges: Any amounts not paid by the Customer when due shall bear interest rate of 15% per annum (of the highest rate permitted by law, if less) calculated from the due date of the payment to the date of actual payment. The Business agrees to pay all costs of collection (including attorney’s fees and costs and all other legal and collection expenses on a full indemnity basis) incurred by the Company in collecting such amounts.
- Term, Termination And Suspension.
- Term of Agreement: This Agreement commences on the date the Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
- Term of Services: The term of each Service shall be as specified in the applicable insertion order. Except as otherwise specified in an insertion order,
- Purchased Service(s) annual subscription will automatically commence upon the end of the Free Trial subscription term, unless either party gives the other written notice of non-renewal before the end of the Free Trial subscription term. Reminder will be provided to the Customer before the end of the of the Free Trial Subscription Term,
- Purchased Service(s) subscription will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant subscription term.
- For Purchased Services, either party may terminate this Agreement by providing written notice to the other party at least 30 days before the termination. The termination date of the Service(s) will be 30 days from the written termination notice.
- For Free Trial or Free Services, either party may terminate this Agreement by providing written notice to the other party before the end of the Free Trial Subscription Term. The termination date of the Service(s) will be the end of the Free Trial or Free Service Subscription Term or 30 days from the written termination notice, whichever is earlier.
- Suspension. The Company reserves the right to suspend the Service(s) if:
- The Customer fails to make full payment of any invoice or fees owning to the Company by the due date
- The Customer violates any of the terms set forth in this Agreement
- Refund, Payment and Customer Data upon Termination or Suspension.
- Refund: There will not be any refund for unused Service(s) for termination or suspension, unless the termination is a result of the Company breaching its obligations under this Agreement. In the event of termination by the Customer due to the Company violating its obligations under this Agreement, the Customer will be entitled to pro-rated refund of any pre-paid fees.
- Payment: The Customer must pay all fees in relation to the Service(s) that accrue prior to the termination or suspension date of the Service.
- Customer Data: Upon written request by the Customer made within 30 days after the effective date of the termination or suspension of the Service, temporary access to the Services will be granted to the Customer to retrieve or the Company will provide the Customer with copies of Customer Data then in the Company’s possession or control, provided that the Customer have paid all fees owed to the Company. After such 30-day period, The Company will have no obligation to maintain or provide any Customer Data in our systems or otherwise in our control to the Customer.
- Confidentiality: The Receiver will
- protect the confidentiality of the Confidential Information using the same manner of care that it users with its own confidential information of similar nature, but with no less than reasonable care,
- not use any Confidential Information for any purposes outside the scope of this Agreement,
- not disclose Confidential Information to any third party (except our third party providers), and
- limit access to Confidential Information to its employees and contractors unless authorized by the DiscloserUpon prior notice to the Discloser, the Receiver may disclose Confidential Information of the Discloser if required by law to do so.
- Proprietary Rights: The Services are a property of the Company with all ownership, rights and interest being retained by the Company and are protected by intellectual property laws. The Customer is granted access to and use of the Service(s) as specified in the applicable Insertion Order with no rights or licenses granted to the Customer.
- Publicity: The Customer grants the Company the right to list the Customer’s name and logo on the Company’s website and any promotional materials.
- Disclaimer Of Warranties. The Customer understands and agrees that the use of the Service(s) is at the sole discretion of the Customer. The Service(s) provided to the Customer are provided on an as-is-and-as-available basis. The Company and its affiliates and its agents makes no representations or warranties of any kind, whether expressed, implied statutory or otherwise, about the Suitability, reliability, availability, timeliness, security or accuracy of the Service(s) for any purpose.
- Limitation Of Liability. The Customer agrees that in no event that the Company shall be liable for any consequential, incidental, indirect, punitive, or other loss or damage whatsoever or for loss of revenue, profits, opportunities, information, business disruption, equipment failure or other loss arising out of or caused by the Customer use of or inability to use the Service(s). In no event shall the Company’s entire liability to the Customer in respect of any Service, whether direct or indirect, exceed the fees paid by the Customer for the Service(s) in the 12 months preceding the event out of which the liability arose. The Company disclaim all liability with respect to third party products or services that you use. Our LIcensors shall have no liability of any kind under this Agreement.
- Indemnification: The Customer agrees to indemnify, defend and hold the Company, its directors, employees affiliates, contractors and agents harmless, at the Customer expense, from and against any claims, losses, damages, fines, proceeding and expenses arising out of or relating to any claims that you have used the Service(s) in violation of any party’s rights, any law and any provisions of the Terms of this Agreement, or any claim related to the Customer’s use of the Service(s) except where such use is authorised by the Company.